Disclosures

Disclosures for the Responsible Entity and the Funds​

ISG is committed to ensuring that it meets the continuous disclosure obligations of an unlisted disclosing entity under the Corporations Act and Regulatory guides as effectively as possible. ISG will use this webpage as a way to effectively and efficiently disclose new information, or changes/amendments relating to either the Responsible Entity or the Funds to all investors. It will follow the good practice guidance for website disclosure as set by ASIC. If the new information, or changes/amendments are deemed material in nature, a modified PDS or modified SPDS document will be created and communicated directly to investors via email.

1. ISG Financial Services Ltd

Date Description
April 2019 A new ISG Wholesale Application bank account has been opened with Westpac. The new Wholesale Application bank account will be used for all wholesale investors and reinvestments from the retail funds. The account number will be detailed on the wholesale investor application form and in the Information Memorandum.
April 2019 A new ISG office phone line has been set up. The new phone number is 1800 820 067.
April 2019 Michele Jackson has retired from the ISG Compliance Committee. She will continue on as an independent compliance consultant to ISG.
Dec 2018 ISG Financial Services office move was completed. ISG’s new office address is 143 Wickham St, Fortitude Valley 4006 QLD.
Dec 2018 Michele Jackson has retired from the ISG Board as a non-executive Director. ISG welcomes Sato Howard into the non-executive position. Sato currently works at Apollo Motorhomes Holidays looking after their global digital marketing frameworks. Apollo Motorhomes Holidays is a division of Apollo Tourism & Leisure Ltd (ATL) and listed on the Australian Stock Exchange.
Sept 2019 ISG has successfully completed the annual audit requirements the AFS License and Registered Management Investment Schemes.
Nov 2019 Sato Howard has retired from the ISG Board as a non-executive Director effective 1/11/2019. ISG welcomes Maree Hawcroft onto the Board as an executive Director. Maree is one of the founders of ISG from 2014 and has been an integral member of strategic planning of the company over the years. She
Mar 2020 Michele Bannister from Wilberforce Chambers has been appointed as a member of the ISG Compliance Committee. The Committee is comprised of 3 external members and 2 internal members.
May 2020 ISG Financial Services Limited new registered business address is Level 19, 10 Eagle Street, Brisbane QLD 4000.

2. ISG Real Estate Equity Fund (ISG REEF)

Fund Benchmarks – Continuous Disclosures
Fund BenchmarkBenchmark DescriptionBenchmark MetReview Comment

Gearing

ISG maintains and complies with a written policy
that governs the level of
gearing at an individual credit facility level.
YesNo change. Last reviewed June 2021.

Interest Cover

ISG maintains and complies with a written policy
that governs the level of interest
cover at an individual credit facility level.
YesNo change. Last reviewed June 2021.

Interest Capitalisation

The benchmark is that the interest expense of Fund
and the investment will not be
capitalised. The Fund does not meet this as the interest expense will be
capitalised.

‘* This is common for these types of projects that do not generate any income
during development to meet any interest obligations.

No *No change. Last reviewed June 2021.

Valuations

ISG maintains a written valuation policy which
complies with this benchmark. In most
circumstances, the Fund will hold financial assets in the investment entity. As the
Fund will invest indirectly into property assets, each investment opportunity will
be subject to ISG’s overall written valuation policy.
YesNo change. Last reviewed June 2021.

Related party transactions

ISG maintains and complies with a written policy on
related party transactions,
including the assessment and approval processes for such transactions and
arrangements to manage conflicts of interest.
YesNo change. Last reviewed June 2021.

Distribution practices

The Fund will only pay distributions from its cash
from operations (excluding
borrowings) available for distribution.
YesNo change. Last reviewed June 2021.
Fund Disclosure Principles – Continuous Disclosures
Fund Disclosure PrincipleDisclosure Principle DescriptionReview Comment

Gearing ratio

The gearing ratio for each investment opportunity
will be different. ISG will (where it is possible) disclose the proposed gearing
ratio in the SPDS.
No change. Last reviewed June 2021. Refer to PDS
&/or
Supplementary PDS for full details.

Interest cover ratio

Where the investment opportunity involves
significant development activities the interest cover ratio may not be able to be
calculated because the investment opportunity will most likely have capitalised
interest.
No change. Last reviewed June 2021. Refer to PDS
&/or
Supplementary PDS for full details..

Borrowing

The Fund does not intend to borrow. If the Fund does
borrow, then any amounts owing to the financiers and other creditors of the Fund
will rank before investor’s interests in the Fund.
No change. Last reviewed June 2021. Refer to PDS
&/or
Supplementary PDS for full details.

Portfolio diversification

ISG will disclose at no cost the current composition
of the Fund’s direct property portfolio upon written request. However, investors are
only exposed to the assets relevant to their investment opportunity.
No change. Last reviewed June 2021. Refer to PDS
&/or
Supplementary PDS for full details.

Related party transactions

Where ISG enters into related party transactions, a
description of the related party arrangements relevant to the investment decision
will be provided in the SPDS.
No change. Last reviewed June 2021. Refer to PDS
&/or
Supplementary PDS for full details.

Distribution practices

The investment opportunity will only pay
distributions from cash from operations (excluding borrowings) available for
distribution.
No change. Last reviewed June 2021. Refer to PDS
&/or
Supplementary PDS for full details.

Withdrawal arrangements

Once an investor’s funds are invested in an
investment opportunity an investor will only be entitled to withdraw from the Fund
when the underlying asset is sold and the proceeds of the sale are available for
withdrawal
No change. Last reviewed June 2021. Refer to PDS
&/or
Supplementary PDS for full details.

Net tangible assets

ISG will disclose in the SPDS the value of the net
tangible assets (NTA) of the investment opportunity on a per unit basis in pre-tax
dollars.
No change. Last reviewed June 2021. Refer to PDS
&/or
Supplementary PDS for full details.

Product Disclosure Statement (PDS) – Updates

DateDescription
April 2019A new ISG specific Retail Application Bank account
has been created at our Registry. The new Retail Application Bank account details
will be detailed on the ISG REEF application form and in the specific Supplementary
PDS for the project you are investing in.
Sept 2020

A number of minor changes have been made to the ISG REEF PDS document. Version 1.2 will be used going forward. Summary of the changes include:

– New stylized front and back cover

– Update of ISG Board Member details

– Update of ORS Application bank account details

– Update of KYC process details

– Update PDS overview section

– Update Corporate Directory list

Nov 2020

The ISG REEF PDS has been updated to v2 with the following changes:
– Section 10.3. Reference to an annual report for the Fund being available from the ISG website has been removed. Quarterly project updates are distributed to all ISG REEF investors.
– Section 10.4. Reference to the PDS being available from the ISG website has been removed. PDS are available upon request from an Authorised Representative.
– Any reference to ‘ISG Authorised Representative’ has been replaced with ‘Authorised Representative’.

3. ISG Real Estate Equity Fund - Lindak Class Units

Supplementary Product Disclosure Statement (SPDS) – Updates

Date Description

4. ISG Real Estate Equity Fund - Lindak2 Class Units

Supplementary Product Disclosure Statement (SPDS) – Updates

Date Description

5. ISG Real Estate Equity Fund - Noble Retirement Living Carindale Class Units

Supplementary Product Disclosure Statement (SPDS) – Updates

Date Description

6. ISG Real Estate Equity Fund - East Estate Class Units

Supplementary Product Disclosure Statement (SPDS) – Updates

Date Description
Feb 2019 Amendment to the original SPDS which is dated 2 Nov 2018. The distribution calculations have not changed, however the sections explaining the calculation have been re-worded and simplified.
April 2019 Amendment to the SPDS which is dated 2 Nov 2018. There is an error in the description of the timing of the Investment Arrangement Fee on page 26. As per other ISG retail funds, the Investment Arrangement Fee is deducted as the application monies are received and accepted by the Investment Company and not once the Fund Raise has been complete.
April 2019 Amendment to the SPDS which is dated 2 Nov 2018. There is an error in the rate of the Investment Arrangement Fee (on page 9, page 26 and page 27). As per other ISG retail funds, the Investment Arrangement Fee is 5% + GST and not 4.8% + GST. All the Investor returns modelling and calculations were performed using the Investment Arrangement Fee of 5% + GST, so there is no concern in terms of deduction to investor returns from the typo.

7. ISG Real Estate Equity Fund – Gateway Estate Class A Units

Supplementary Product Disclosure Statement (SPDS) – Updates

Date Description
Sept 2019 Amendments to the SPDS which is dated 19 September 2019.
Further explanations have been added to section 1.2 on page 7 and section 6.1 on page 22 relating to the proposed return of capital at the end of the Project Investment Term. It is intended that if the Project has not been completed at the end of the Project Investment Term, the Development Entity will obtain further funding in order to repay any amounts owing to the Investment Entity under the Funding Agreement to ensure that capital can be returned to investors.
Also, the site area on page 16 has been corrected to 7.65ha.
In line with the above amendments, the effective date of the SPDS has been changed from the 19th September to 25th September 2019. The offer open date will continue to be the 19th September 2019 and interest will still be calculated daily from the individuals’ investment start date.
Oct 2019 Amendments to the SPDS which is dated 25th September 2019.
Further details have been added to the Assessment of Value on page 23. Net income of $3.3m representing expected fee revenues from the builders who will ultimately construct houses for the land owners. This fee revenue was already included in the initial feasibility calculations and assessment so there is no change to the projected returns to investors.
The amended sections are as per below.
Gross Realisation Value (includes GST) = $14,685,000
$14,685,000 (total)
$11,385,000 (land)
$3,300,000 (houses)
This estimate includes:
• revenue from lot sales and includes GST.
• revenue received as fees from an independent third-party preferred builder as a result of selling house and land packages, and is GST inclusive.
Net Realisation Value (excludes GST) = $13,246,500
This estimate is the Total Gross Realisation Value less GST.
Feb 2020 Amendments to the SPDS which is dated 25th September 2019.
The Developer Manager for the project has been changed to Baclon Pty Ltd (ABN 88 001 869 610). Baclon Pty Ltd is the property development and construction arm for the Noble Group and have completed over 40 residential projects.

8. ISG Real Estate Equity Fund – The Mills Commercial Precinct Units

Supplementary Product Disclosure Statement (SPDS) – Updates

DateDescription
  

9. ISG Private Access Fund

DateDescription
Sept 2018The ISG Real Estate Investment Fund has been renamed
as the ISG Private Access Fund. New Sub-Funds will be released under this Fund in
2019.
July 2019

Amendments to the PDS which is dated 5th July 2019.

On page 22 the ‘total costs are $97,117.50 + GST for the entire fund’ has been
removed from the table and added under section 7.4 Fund Expenses on page 23. ‘Per
annum’ has also been added for further clarity.

On page 23 in section 7.5 the Indirect Cost Ratio has been removed as this is
already captured under Fund Management Costs.

Please note there are no changes to the expected investor returns. The amendments
made have been to add further clarity to the document.

Sept 2020

A number of minor changes have been made to the ISG PAF PDS document. Version 1.3 will be used going forward. Summary of the changes include:

– New stylized front and back cover

– Update of ISG Board Member details

– Update of ORS Application bank account details

– Update of KYC process details

– Update PDS overview section

– Update Corporate Directory list

Nov 2020

The ISG PAF PDS has been updated to v2 with the following changes:

– Section 9.3. Reference to an annual report for the Fund being available from the ISG website has been removed. Quarterly project updates are distributed to all ISG REEF investors.

– Section 9.5. Reference to the PDS being available from the ISG website has been removed. PDS are available upon request from an Authorised Representative.

– Any reference to ‘ISG Authorised Representative’ has been replaced with ‘Authorised Representative’.

July 2021

The ISG PAF PDS has been updated to v2.2 with the following changes:

– Sections 1, 3, 5.1 and 6.9 (specifically under ‘Fund Structure Risk’) have been amended to highlight that there does remain a level of risk that selected investment opportunities may be indirectly impacted by other investment opportunities ‘to the extent that that they impact the Fund’s overall income’;

– Addition of new risk of Licence Risk (referenced in sections 2, 6.4, 6.5 and 6.8);
– Section 3 has been amended to address the concern regarding the ‘linked developments’, which now states ‘Certain investment opportunities, or stages or investment opportunities, may be specifically linked with other investment opportunities under other Funds, meaning that the performance of an individual investment may be impacted by the performance and net proceeds of the linked investment. If this is the case with your selected investment opportunity, you will be informed in advance’; and

– Section 6.8 now emphasises that ISG is not able to disclose the names of the third-party experts without consent.

The ISG PAF PDS has been updated to v2.3 with the following changes:

– Sections 2 and 3 have been amended to refer the cash pool investors to section 5.3.1 of the PDS for further details of the withdrawal rights, returns and the investment period;

– Section 3 has been amended to regarding the ‘linked developments’, which specifies that ‘If this is the case with your selected investment opportunity, it will be detailed in the specific SPDS for the investment opportunity’;

– Sections 2, 6.4, 6.5 and 6.8 have been amended to remove ‘Licence Risk’ (as this risk has been detailed in the relevant SPDSs);

– Section 5.3.1 provides details and clarification on the cash pool units and details on how to become cash pool investors;

– Section 7.3 has been updated to state ‘no fees and costs are currently charged in relation to cash pool class of units’; and

– Section 7.4 has been updated to state ‘Expenses are not currently charged in relation to the cash pool class of units’.

10. ISG Private Access Fund - SMP Units

Supplementary Product Disclosure Statement (SPDS) – Updates

DateDescription
July 2019

Amendments to SPDS which is dated 5th July 2019.

– On page 27 the total operating cost and expense figure was corrected from $94,117.50 to $97,117.50 and ‘per annum’ added for further clarity. Please note there are no changes to the expected investor returns as all calculations have been performed from the correct amounts.

June
2021
Amendments to SPDS, including further clarity around KYC process for investors, and the clarification on the determination of the Individual Investor Start Date.
July
2021

The SPDS has been updated to v1.4 with the following changes:

– Addition of new risk of Licence Risk (referenced in sections 1.1, 1.2, 7.1, 7.2 & 7.7)

– Further details on Liquidity Risk (referenced in sections 7.5) and

– Further details when third party independent experts can be included in an SPDS, per the Corporations Act (referenced in section 7.8).

11. ISG Private Access Fund - NIVA Class Units

Supplementary Product Disclosure Statement (SPDS) – Updates

DateDescription
Nov 2020The ISG PAF – NIVA SPDS has been updated to v6. Any reference to ‘ISG Authorised Representative’ has been amended to ‘Authorised Representative’.
July 2021

The ISG PAF – NIVA SPDS has been updated to v9.1 with the following changes:

– Section 1.1 has been amended to state that NIVA will hold the underlying assets of the NIVA Class Units and set out further in the diagrammatic illustration in section 7.3;

– Addition of new risk of License Risk (referenced in sections 1.1, 1.2, 8.1, 8.2);

– Sections 1.2, 2.6, 3.4, 8.4 and 11.7 have been amended in respect of the investment term and to detail that investment term may be extended due to delays in the return of capital;

– Sections 1.2, 3.4 and 8.4 have been amended to highlight the liquidity risk as well as direct amendment to the liquidity risk section;

– Section 6.1 has been amended to state ‘this detailed financial information is provided to assist ISG’s Investors to make informed decisions. In addition to this, ISG recommends that Investors obtain independent advice from a licensed financial adviser in conjunction with reviewing this SPDS.’;

– Section 6.5 has been amended to confirm the interest that Investors have in the Niva Class Units have in the Noble Life – Carindale development;

– Section 6.6 has been amended to confirm the interest that Investors in the Niva Class Units have in the Noble Life – Varsity Lakes development;

– Sections 6.7, 6.8, 6.9, 6.10, 6.11 and 6.12 have been amended to confirm the interest that Investors in the Niva Class Units have in the various elements of the New Norfolk development;

– Further details when third party independent experts can be included in an SPDS, per the Corporations Act (referenced in section 8.8);

– Sections 2.6, 3.4 and 11.7 discloses that the buyback of the NIVA REDPS is at the discretion of the NIVA directors (sections 2.6, 3.4 and 11.7);

– Section 2.6 has also been amended to clarify that the buyback of NIVA REDPS by NIVA is to be funded by the refinancing of debt facilities, in addition to its cash reserves or from the issue of new capital. This is to ensure that context is provided for the contributing drivers of the ‘Capital Return Risk’; and

– Section 13.14 has been amended to state ‘The role of the Custodian is to hold the assets of the Fund on trust’.

The ISG PAF – NIVA SPDS has been updated to v9.2 with the following changes:

– Section 1.1 has been updated to fix a typographical error relating to ‘*’ in the explanation of fees and to correct a typographical error from ‘8.7’ to ‘8.6’;

– Section 1.2 has been updated to insert that ‘Income distribution for any extension period will be paid at 15.87% per annum’ in section 1.2 and to correct a typographical error from ‘8.5’ to ‘8.4’;

– Section 2.6 has been amended and now refers investors to section 9.2 for further details regarding the buyback of NIVA REDPS by NIVA (funded by the refinancing of debt facilities, in addition to its cash reserves or from the issue of new capital);

– References to ‘Noble Life – New Norfolk (MHE)’ have been updated to ‘Noble Life at the Mills’ throughout the SPDS;

– Section 6.5 has been updated to state ‘(already acquired)’ when referring to the Noble Life – Carindale project and to fix a typographical error to state ‘The total cost to construct (including land) will be $59.3m’ instead of ‘$52.7m’;

– Section 6.6 has been updated to state ‘(under contract)’ when referring to the Noble Life – Varsity Lakes project;

– Section 6.8 has been updated to state ‘(already acquired)’ when referring to the Noble Life at the Mills project;

– References to ‘the Commercial Precinct’ have been updated to ‘The Mills Marketplace’;

– Section 6.11 has been updated to state ‘(already acquired)’ when referring to the Mills Marketplace project;

– Section 6.11 has been updated to change a reference from ‘Commercial precinct’ to ‘Hotel’; and

– Section 8.1 was amended to correct a typographical error from ‘8.7’ to ‘8.6’.

12. ISG Private Access Fund – SCC Class Units

Supplementary Product Disclosure Statement (SPDS) – Updates

DateDescription